Ken Adams, Author at Adams on Contract Drafting

Musings on the Nature of Ambiguity Prompted by a Recent Opinion of the Delaware Court of Chancery

20 July 2015 by Ken Adams

Today I saw this post by Francis Pileggi on the Delaware Corporate & Commercial Litigation Blog. It’s about the recent opinion of the Delaware Court of Chancery in Cyber Holding LLC v. CyberCore Holding, Inc. (PDF here). Cyber Holding LLC (“Seller”) sold CyberCore Corporation (the “Company”) to CyberCore Holding, Inc. (“Buyer”) (what an imaginative bunch of names) in a transaction that closed in … Read More

The Market Forces Behind My Move from Koncision to Adams Contracts Consulting

23 July 201519 July 2015 by Ken Adams

Some of you will recall that in December 2010 I launched Koncision Contract Automation and the accompanying website. I shut it down in June 2014, but it was irrelevant long before that. A few days ago I announced a new business, Adams Contracts Consulting. The factors behind the demise of Koncision are the same as the factors behind my starting Adams … Read More

I Don’t “Tweak” Templates

17 July 201516 July 2015 by Ken Adams

A few months ago someone contacted me about redrafting their organization’s template confidentiality agreement. It was a simple enough matter, and after some back and forth, I was ready to start. Then I had a phone call with a colleague of my initial contact. I soon gathered that this person didn’t have in mind my redrafting the template. Instead, I would … Read More

Some Thoughts on the Adobe Legal Department Style Guide

21 July 201516 July 2015 by Ken Adams

Via this post by @bobambrogi, I learned that Adobe has made public a 30-page document called The Adobe Legal Department Style Guide, to encourage others to use it and adapt it for their own legal departments and law firms. Here’s why I’m writing about it: This document applies to all In-House Legal Department communication and documents, but has a special focus … Read More

Meet My New Business, Adams Contracts Consulting LLC

15 July 201515 July 2015 by Ken Adams

I’ve created a new business, Adams Contracts Consulting LLC. We help companies make their template contracts clearer, more concise, and more effective. We also help companies automate their templates, using ContractExpress. Why a new business? After all, I’ve long had “Consulting” as an item on the menu bar of this site. I’m putting those activities in a new business simply because … Read More

University College London 2 November 2015 “Drafting Clearer Contracts” Seminar: Registration Now Open

15 July 2015 by Ken Adams

I’ve previously mentioned that on 2 November 2015 I’ll be returning to University College London to do a public “Drafting Clearer Contracts” seminar with the UCL Faculty of Laws. Well, registration is now open: go here. Check out toward the bottom of the page testimonials from people who took part in last year’s UCL seminar. And I just came back from doing … Read More

Use of “Paid-Up” and “Royalty-Free” in Granting Language

15 July 201515 July 2015 by Ken Adams

Yesterday I revisited in this post use of sole and exclusive in granting language in a license agreement. Well, we’re not done, because yesterday I saw the following in a contract: Acme hereby grants Widgetco an irrevocable, worldwide, paid up, royalty-free, exclusive license … That caused me to wonder about paid-up (it’s a phrasal adjective, so I’d use a hyphen) and … Read More

Simplifying Governing-Law Provisions, Part 3 (“Governs” and the Alternatives)

15 July 2015 by Ken Adams

To accompany my previous two posts (here and here) on issues relating to language used in governing-law provisions, here’s another: Do you say that the law in question governs the contract or, alternatively, that the contract is governed by the law in question? (This is a context where the passive voice is largely harmless.) Or do you refer to interpretation or … Read More

Revisiting “Sole” and “Exclusive” Yet Again

14 July 2015 by Ken Adams

Recently I expressed to a group of patent lawyers my reluctance to use sole and exclusive in granting language to indicate that the licensor retains or doesn’t retain, respectively, the right to use the intellectual property. But on revisiting MSCD 13.606–10 and this 2012 post, I realized that I haven’t yet offered suitable alternatives. So here goes: In contracts on EDGAR, … Read More

Simplifying Governing-Law Provisions, Part 2 (Renvoi!)

16 October 202113 July 2015 by Ken Adams

[Updated 16 October 2021: In this 2019 post I consider a law review article that discusses this issue and reaches broadly the same conclusion I do.] [Updated 13 July 2015: In my original post, I proposed not bothering to say in a governing-law provision that the court is to consider just the substantive law of the jurisdiction in question, instead of using … Read More

Ken Adams

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